Common use of 0b Remedies Upon Event of Default Clause in Contracts

0b Remedies Upon Event of Default. If any Event of Default occurs and is continuing, the Administrative Agent shall, at the request of, or may, with the consent of, the Required Lenders (or, in the case of any Event of Default arising from a breach of Section 8.11, shall, at the request of, or may, with the consent of, the Required Pro Rata Facilities Lenders and only with respect to the Aggregate Revolving Commitments, the Term A Loan and any Incremental Term A Loans and the Obligations in respect thereof), take any or all of the following actions: (i) declare the commitment of each Lender to make Loans and any obligation of the L/C Issuer to make L/C Credit Extensions to be terminated, whereupon such commitments and obligation shall be terminated; (ii) declare the unpaid principal amount of all outstanding Loans, all interest accrued and unpaid thereon, and all other amounts owing or payable hereunder or under any other Loan Document to be immediately due and payable, without presentment, demand, protest or other notice of any kind, all of which are hereby expressly waived by the Borrowers; (iii) require that the Company Cash Collateralize the L/C Obligations (in an amount equal to the then Outstanding Amount thereof); and (iv) exercise on behalf of itself, the Lenders and the L/C Issuer all rights and remedies available to it, the Lenders and the L/C Issuer under the Loan Documents or applicable Law or at equity; provided, however, that upon the occurrence of an actual or deemed entry of an order for relief with respect to any Borrower under the Bankruptcy Code of the United States, the obligation of each Lender to make Loans and any obligation of the L/C Issuer to make L/C Credit Extensions shall automatically terminate, the unpaid principal amount of all outstanding Loans and all interest and other amounts as aforesaid shall automatically become due and payable, and the obligation of the Company to Cash Collateralize the L/C Obligations as aforesaid shall automatically become effective, in each case without further act of the Administrative Agent or any Lender.

0b Remedies Upon Event of Default. If any Event of Default occurs and is continuing, the Administrative Agent or the Collateral Agent, as applicable, shall, at the request direction of, or may, with the consent of, the Required Lenders (or, in the case of any Event of Default arising from a breach of Section 8.11, shall, at the request of, or may, with the consent of, the Required Pro Rata Facilities Lenders and only with respect to the Aggregate Revolving Commitments, the Term A Loan and any Incremental Term A Loans and the Obligations in respect thereof)Lenders, take any or all of the following actions:. (i) declare the commitment Commitments of each Lender to make Loans Lender, and any obligation of the L/C Issuer to make L/C Credit Extensions Loans, to be terminated, whereupon such commitments Commitments and the obligation of such Lenders to make Loans thereafter shall be terminated;; and/or (ii) declare the unpaid principal amount of all outstanding Loans, all interest accrued and unpaid thereon, and all other amounts owing or payable hereunder or under any other Loan Document to be immediately due and payable, without presentment, demand, protest or other notice of any kind, all of which are hereby expressly waived by the Borrowers;Borrower; and/or (iii) require that the Company Cash Collateralize the L/C Obligations (in an amount equal to the then Outstanding Amount thereof); and (iv) exercise on behalf of itself, itself and the Lenders and the L/C Issuer all rights and remedies available to it, it and the Lenders and the L/C Issuer under the Loan Documents Documents, under any document evidencing Indebtedness in respect of which the Facilities have been designated as “Designated Senior Debt” (or any comparable term) and/or under applicable Law or at equityLaw; provided, however, that upon the occurrence of an Event of Default pursuant to Section 8.01(f) as the result of the occurrence of an actual or deemed entry of an order for relief with respect to any the Borrower under the Bankruptcy Code of the United Statesany Debtor Relief Law, the obligation of each Lender to make Loans and any obligation of the L/C Issuer to make L/C Credit Extensions shall automatically terminate, terminate and the unpaid principal amount of all outstanding Loans and all interest interest, premium and other amounts as aforesaid shall automatically become due and payable, and the obligation of the Company to Cash Collateralize the L/C Obligations as aforesaid shall automatically become effective, in each case payable without further act of the Administrative Agent, the Collateral Agent or any Lender. Notwithstanding anything herein to the contrary, if a Material Default has occurred and is continuing, the Administrative Agent shall only take the actions set forth in this Section 8.02(a) and (b) solely with respect to the Bridge Loan Commitments and the Bridge Loans at the direction of the Required Bridge Loan Lenders.

0b Remedies Upon Event of Default. If any an Event of Default occurs with respect to any or all Fund Groups shall have occurred and is be continuing, then the Administrative Agent shall, at the request of, or may, with and, upon the consent of, direction of the Required Lenders (or, in the case of any Event of Default arising from a breach of Section 8.11Lenders, shall, at : (a) suspend the request of, or may, with the consent of, the Required Pro Rata Facilities Lenders and only with respect to the Aggregate Revolving Commitments, the Term A Loan and any Incremental Term A Loans and the Obligations in respect thereof), take any or all Commitments of the following actions: (iLenders to such Fund Group(s) declare the commitment of each Lender to make Loans and any obligation of the L/C Letter of Credit Issuer to make L/C Credit Extensions to be terminated, whereupon such commitments Fund Group(s) until such Event of Default is cured; (b) reduce the Commitments of the Lenders to such Fund Group(s) to an amount equal to the then outstanding Obligation until such Event of Default is cured; (c) terminate the Commitment of the Lenders to such Fund Group(s) and any obligation shall be terminated; of the Letter of Credit Issuer to make L/C Credit Extensions to such Fund Group(s) hereunder; (iid) declare the unpaid principal amount of all outstanding Loans, all interest accrued and unpaid thereonof, and all interest then accrued on, the Obligations of such Fund Group(s) to be forthwith due and payable (including the liability to fund the Letter of Credit Liability hereunder), whereupon the same shall forthwith become due and payable without presentment, demand, protest, notice of default, notice of acceleration, or of intention to accelerate or other amounts owing notice of any kind all of which Borrower hereby expressly waives, anything contained herein or payable hereunder or under in any other Loan Document to be immediately due and payable, without presentment, demand, protest or other notice of any kind, all of which are hereby expressly waived by the Borrowers; contrary notwithstanding; (iiie) require that the Company Borrowers in such Fund Group(s) Cash Collateralize the L/C Obligations their Letter of Credit Liability (in an amount equal to the then Outstanding Amount then-outstanding amount thereof); and (ivf) exercise on behalf of itselfany right, privilege, or power set forth in Section 5.02 hereof, including, but not limited to, the Lenders initiation of Capital Call Notices of the Capital Commitments of the Investors in the Borrowers in such Fund Group(s); (g) exercise any irrevocable power of attorney granted to the Administrative Agent by the Borrowers in such Fund Group(s) under any Loan Documents, in such manner as the Administrative Agent shall deem necessary or advisable to protect its security interests in the Collateral and/or obtain repayment of the Obligations including, without limitation, the Administrative Agent’s right to make Capital Calls; (h) without notice of default or demand, pursue and enforce any of the L/C Issuer all Administrative Agent’s, the Lenders’, or the Letter of Credit Issuer’s rights and remedies available to it, the Lenders and the L/C Issuer under the Loan Documents, or otherwise provided under or pursuant to any applicable law or agreement; (i) take or bring in the name of a Borrower in such Fund Group or, that of the Lenders all steps, actions, suits, or proceedings deemed by the Administrative Agent necessary or desirable to effect possession or collection of Collateral; (j) take such actions with respect to the Collateral as are necessary in order to pay the Obligations, and to perform the Subscription Agreements and the Operative Documents to the extent required to effect such actions; or applicable Law (k) exercise any right, privilege, power, or at equityremedy provided to the Borrower under the Constituent Documents, Subscription Agreements or the Security Agreement or relating to the right to call for and to receive Capital Contributions; provided, however, that upon that, for the occurrence avoidance of an actual or deemed entry of an order for relief doubt, with respect to any Borrower under ERISA Investor, such funding by such ERISA Investor of Capital Contributions shall be made only to the Bankruptcy Code Collateral Account; and provided, further, however, that, if any Event of the United StatesDefault specified in Section 11.01(g) or Section 11.01(h) hereof shall occur, the obligation of each Lender to make Loans to such Fund Group(s) and any obligation of the L/C Letter of Credit Issuer to make L/C Credit Extensions to such Fund Group(s) shall automatically terminate, the unpaid principal amount of all outstanding Loans of, and all interest and other amounts as aforesaid on, the Obligations shall automatically thereupon become due and payablepayable concurrently therewith, and the obligation of the Company Borrowers in such Fund Group(s) to Cash Collateralize the L/C Obligations Letter of Credit Liability as aforesaid shall automatically become effective, in each case without any further act action by the Administrative Agent or the Lenders, or any of them, and without presentment, demand, protest, notice of default, notice of acceleration, or of intention to accelerate or other notice of any kind, all of which Borrower hereby expressly waives. Notwithstanding anything to the contrary herein, upon the occurrence and during the continuance of an Event of Default (other than those described in Section 11.01(g), (h), (l), (m), (n) or (o)), the Administrative Agent shall not issue Capital Calls to the Investors until the Business Day immediately following the Initial Payment Date, provided, that, (i), the Administrative Agent receives, within five (5) Business Days of such Event of Default written notice from such Borrower of its intention to issue a Capital Call to its Investors sufficient to repay the Obligations in full, (ii) such Capital Call is issued within the five (5) Business Day period set forth in the immediately preceding clause (i), and must require the Investors to fund their related Capital Contribution within fifteen (15) Business Days after the date of such Capital Call (such fifteenth (15th) Business Day being the “Initial Payment Date”); (iii) the Capital Contributions and all other amounts paid by the Investors in respect of such Capital Call are deposited into the Collateral Account, and (iv) the Borrower directs the depository that such Capital Contributions and other payments by the Investors, together with any other funds held for or credited to the Borrower in the applicable Collateral Account, shall be withdrawn by the Administrative Agent to prepay the Obligations of such Borrower’s Fund Group in their entirety; provided further that nothing in this Section 11.02 or in any other Loan Document shall prohibit the Administrative Agent or any LenderSecured Party from exercising any remedies it may have with respect to (i) the Collateral Accounts and taking any such actions as may be required to protect their rights in a bankruptcy proceeding or (ii) any Event of Default under Section 11.01(g), (h), (m), (n), (o) or (p) or which was triggered by the failure of the Borrower to issue a Capital Call upon its Investors following a Mandatory Prepayment pursuant to Section 2.01(d) hereof and/or make such mandatory prepayment following the receipt of such related Capital Contributions, in each case, as required by this Credit Agreement.

0b Remedies Upon Event of Default. If any Event of Default occurs and is continuing (including any Event of Default arising by virtue of the termination and declaration contemplated by the proviso to Section 8.01(b)), the Administrative Agent shall, at the request of, or may, with the consent of, the Required Lenders (and, if a Financial Covenant Event of Default occurs and is continuing, the Administrative Agent shall, at the request of, or may, with the consent of, the Required Revolving Lenders (oronly, and in such case, without limiting the case of any Event of Default arising from a breach of proviso to Section 8.118.01(b), shall, at the request of, or may, with the consent of, the Required Pro Rata Facilities Lenders and only with respect to the Aggregate Revolving Commitments, the Term A Loan Credit Facility and any Incremental Term A Loans Letters of Credit, L/C Credit Extensions and the Obligations in respect thereofL/C Obligations), take any or all of the following actions: (ia) declare the commitment of each Lender to make Loans and any obligation of the L/C Issuer Issuers to make L/C Credit Extensions to be terminated, whereupon such commitments and obligation shall be terminated; (iib) declare the unpaid principal amount of all outstanding Loans, all interest accrued and unpaid thereon, and all other amounts owing or payable hereunder or under any other Loan Document to be immediately due and payable, without presentment, demand, protest or other notice of any kind, all of which are hereby expressly waived by the BorrowersBorrower; (iiic) require that the Company Borrower Cash Collateralize the L/C Obligations (in an amount equal to the then Outstanding Amount thereof); and (ivd) exercise on behalf of itself, the Lenders and the L/C Issuer Issuers and the Lenders all rights and remedies available to it, the Lenders and the L/C Issuer Issuers and the Lenders under the Loan Documents Documents, under any document evidencing Indebtedness in respect of which the Facilities have been designated as “Designated Senior Debt” (or any comparable term) and/or under applicable Law or at equityLaw; provided, however, that upon the occurrence of an actual or deemed entry of an order for relief with respect to any the Borrower under the Bankruptcy Code of the United Statesany Debtor Relief Law, the obligation of each Lender to make Loans and any obligation of the L/C Issuer Issuers to make L/C Credit Extensions shall automatically terminate, the unpaid principal amount of all outstanding Loans and all interest and other amounts as aforesaid shall automatically become due and payable, and the obligation of the Company Borrower to Cash Collateralize the L/C Obligations as aforesaid shall automatically become effective, in each case without further act of the Administrative Agent or any Lender.

0b Remedies Upon Event of Default. If any an Event of Default occurs with respect to any or all Fund Groups shall have occurred and is be continuing, then the Administrative Agent shall, at the request of, or may, with and, upon the consent of, direction of the Required Lenders (or, in the case of any Event of Default arising from a breach of Section 8.11Lenders, shall, at : (a) suspend the request of, or may, with the consent of, the Required Pro Rata Facilities Lenders and only with respect to the Aggregate Revolving Commitments, the Term A Loan and any Incremental Term A Loans and the Obligations in respect thereof), take any or all Commitments of the following actions: (iLenders to such Fund Group(s) declare the commitment of each Lender to make Loans and any obligation of the L/C Letter of Credit Issuer to make L/C Credit Extensions to be terminated, whereupon such commitments Fund Group(s) until such Event of Default is cured; (b) reduce the Commitments of the Lenders to such Fund Group(s) to an amount equal to the then outstanding Obligation until such Event of Default is cured; (c) terminate the Commitment of the Lenders to such Fund Group(s) and any obligation shall be terminated; of the Letter of Credit Issuer to make L/C Credit Extensions to such Fund Group(s) hereunder; (iid) declare the unpaid principal amount of all outstanding Loans, all interest accrued and unpaid thereonof, and all interest then accrued on, the Obligations of such Fund Group(s) to be forthwith due and payable (including the liability to fund the Letter of Credit Liability hereunder), whereupon the same shall forthwith become due and payable without presentment, demand, protest, notice of default, notice of acceleration, or of intention to accelerate or other amounts owing notice of any kind all of which Borrower hereby expressly waives, anything contained herein or payable hereunder or under in any other Loan Document to be immediately due and payable, without presentment, demand, protest or other notice of any kind, all of which are hereby expressly waived by the Borrowers; contrary notwithstanding; (iiie) require that the Company Borrowers in such Fund Group(s) Cash Collateralize the L/C Obligations their Letter of Credit Liability (in an amount equal to the then Outstanding Amount then-outstanding amount thereof); and (ivf) exercise on behalf of itselfany right, privilege, or power set forth in Section 5.02 hereof, including, but not limited to, the Lenders initiation of Capital Call Notices of the Capital Commitments of the Investors in the Borrowers in such Fund Group(s); (g) exercise any irrevocable power of attorney granted to the Administrative Agent by the Borrowers in such Fund Group(s) under any Loan Documents, in such manner as the Administrative Agent shall deem necessary or advisable to protect its security interests in the Collateral and/or obtain repayment of the Obligations including, without limitation, the Administrative Agent’s right to make Capital Calls; (h) without notice of default or demand, pursue and enforce any of the L/C Issuer all Administrative Agent’s, the Lenders’, or the Letter of Credit Issuer’s rights and remedies available to it, the Lenders and the L/C Issuer under the Loan Documents, or otherwise provided under or pursuant to any applicable law or agreement; (i) take or bring in the name of a Borrower in such Fund Group or, that of the Lenders all steps, actions, suits, or proceedings deemed by the Administrative Agent necessary or desirable to effect possession or collection of Collateral; (j) take such actions with respect to the Collateral as are necessary in order to pay the Obligations, and to perform the Subscription Agreements and the Operative Documents to the extent required to effect such actions; or applicable Law (k) exercise any right, privilege, power, or at equityremedy provided to the Borrower under the Constituent Documents, Subscription Agreements or the Security Agreement or relating to the right to call for and to receive Capital Contributions; provided, however, that upon that, for the occurrence avoidance of an actual or deemed entry of an order for relief doubt, with respect to any Borrower under ERISA Investor, such funding by such ERISA Investor of Capital Contributions shall be made only to the Bankruptcy Code Collateral Account; and provided, further, however, that, if any Event of the United StatesDefault specified in Section 11.01(g) or Section 11.01(h) hereof shall occur, the obligation of each Lender to make Loans to such Fund Group(s) and any obligation of the L/C Letter of Credit Issuer to make L/C Credit Extensions to such Fund Group(s) shall automatically terminate, the unpaid principal amount of all outstanding Loans of, and all interest and other amounts as aforesaid on, the Obligations shall automatically thereupon become due and payablepayable concurrently therewith, and the obligation of the Company Borrowers in such Fund Group(s) to Cash Collateralize the L/C Obligations Letter of Credit Liability as aforesaid shall automatically become effective, in each case without any further act action by the Administrative Agent or the Lenders, or any of them, and without presentment, demand, protest, notice of default, notice of acceleration, or of intention to accelerate or other notice of any kind, all of which Borrower hereby expressly waives. Notwithstanding anything to the contrary herein, upon the occurrence and during the continuance of an Event of Default (other than those described in Section 11.01(g), (h), (l), (m), (n) or (o)), the Administrative Agent shall not issue Capital Calls to the Investors until the Business Day immediately following the Initial Payment Date, provided, that, (i), the Administrative Agent receives, within five (5) Business Days of such Event of Default written notice from such Borrower of its intention to issue a Capital Call to its Investors sufficient to repay the Obligations in full, (ii) such Capital Call is issued 92 LEGAL_US_E # 163726163.4 within the five (5) Business Day period set forth in the immediately preceding clause (i), and must require the Investors to fund their related Capital Contribution within fifteen (15) Business Days after the date of such Capital Call (such fifteenth (15th) Business Day being the “Initial Payment Date”); (iii) the Capital Contributions and all other amounts paid by the Investors in respect of such Capital Call are deposited into the Collateral Account, and (iv) the Borrower directs the depository that such Capital Contributions and other payments by the Investors, together with any other funds held for or credited to the Borrower in the applicable Collateral Account, shall be withdrawn by the Administrative Agent to prepay the Obligations of such Borrower’s Fund Group in their entirety; provided further that nothing in this Section 11.02 or in any other Loan Document shall prohibit the Administrative Agent or any LenderSecured Party from exercising any remedies it may have with respect to (i) the Collateral Accounts and taking any such actions as may be required to protect their rights in a bankruptcy proceeding or (ii) any Event of Default under Section 11.01(g), (h), (m), (n), (o) or (p) or which was triggered by the failure of the Borrower to issue a Capital Call upon its Investors following a Mandatory Prepayment pursuant to Section 2.01(d) hereof and/or make such mandatory prepayment following the receipt of such related Capital Contributions, in each case, as required by this Credit Agreement.